Infrastructure Agreement

INFRASTRUCTURE COST SHARING AGREEMENT

WHEREAS, Continental 562 Fund LLC (“Continental”) is the contract purchaser of property
described on Exhibit A hereto, and known as 10020 West Glendale Avenue, Glendale, AZ 85307 (the

“Property”); and

WHEREAS, Continental is proposing to construct a 292-unit multifamily apartment development on
the Property (“the Project”) and has submitted to the City of Glendale (“City”) a development plan for the
Project, which the City approved; and

WHEREAS, as a condition of such approval, the City is requiring that Continental provide a payment-
in-lieu for improvements to be made to Glendale Avenue, including construction of median improvements as
shown on Exhibit B hereto and signalized intersection at 101“ Avenue and Glendale Avenue (collectively, the
“Road Improvements”), which Road Improvements shall be constructed by or on behalf of the City.

NOW THEREFORE the CITY OF GLENDALE and CONTINENTAL 562 FUND LLC hereby,
in consideration of the mutual agreements of the parties as set forth herein, enter into this agreement
(“Agreement”) for the design and construction of the Road Improvements and payment thereof.

I. Continental's Responsibility

Subject to the terms and conditions set forth herein, prior to Continental receiving Certificate of
Occupancy for any buildings, Continental shall deposit with the City the amount of Two Hundred Nineteen
Thousand Six Hundred Fifty and 46/100 Dollars ($219,650.46) (the “Funds”), which represents the payment
of the total contribution by Continental for the design and construction of the Road Improvements (One
Hundred Fifty Thousand Dollars ($150,000.00) for the intersection improvements and Sixty Nine Thousand
Six Hundred Fifty and 46/100 Dollars ($69,650.46) for the median improvements). Such deposit of the Funds
may be made by Continental by certified check or by wiring the Funds to the City’s account. At such time
when Continental has the deposited the Funds with the City, Continental will be deemed to have met and
satisfied the requirement to pay for the Road Improvements, it being agreed between the parties that
Continental is depositing such Funds with the City in lieu of Continental constructing and paying for any
portion of the Road Improvements.

I. City’s Responsibility

City shall, at its sole cost and expense, contract for the design and construction of the Road
Improvements. City shall apply the Funds towards the cost of the design and construction of the Road
Improvements. City will complete the design and construction of the Road Improvements within ten (10)
years of the Effective Date of this Agreement.

If City fails to complete the design and construction of all or a portion of the Road Improvements
within ten (10) years of the Effective Date of this Agreement, then: (i) City shall refund and pay the applicable
portion of the Funds to Continental within thirty (30) days of receipt of a written request from Continental to
refund the Funds to Continental; and (ii) Continental shall thereafter have no obligation to construct or pay for
at any time the Road Improvements or any portion thereof.

Infrastructure Cost Share Agreement Page 1

III. Miscellaneous Provisions

A. Governing Law. This Agreement shall be governed by the applicable law of the State of Arizona and
due performance by each Party or any action arising under this Agreement shall lie in Maricopa County,
Arizona. Jurisdiction and venue shall be in Maricopa County, Arizona, and each of the Parties submit to
personal jurisdiction in the state district courts in such county.

B. No Waiver. Nothing in this Agreement shall be deemed to waive, modify or amend any legal defense
available at law or in equity to any of the Parties nor to create any legal rights or claim on behalf of any third
party. No Party waives, modifies, or alters to any extent whatsoever the availability of the defense of
governmental immunity under the laws of the State of Arizona of the United States.

Cc. Entire Agreement. This Agreement and any Exhibits hereto embody the entire agreement and
understanding of the Parties hereto and supersede any and all prior agreements, arrangements and
understandings relating to the matters expressly provided for herein. No amendment, waiver of compliance
with any provision or condition hereof or consent pursuant to this Agreement shall be effective unless
evidenced by an instrument in writing signed by both Continental and the City and authorized by their
respective governing bodies.

D. Partial Invalidity. In the event any provision of this Agreement shall be held invalid or unenforceable
by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other
provision hereof, but rather this entire Agreement will be construed as if not containing the particular invalid
or unenforceable provision or provisions, and the rights and obligations of the parties shall be construed and
enforced in accordance therewith. The parties acknowledge that if any provision of this Agreement is
determined to be invalid or unenforceable, it is their desire and intention that such provision be reformed and
construed on such a manner that it will, to the maximum extent practicable, be deemed to be validated and

enforceable.

E. Survival and Binding Terms. Any provision of this Agreement that by its terms expressly survives
the termination of this Agreement shall bind the parties’ successors and assigns as set forth herein. City and
Continental mutually recognize and agree that the obligations under this Agreement are personal to Continental
and shall not run with the plat or with the land comprising the Project and this Agreement shall not be recorded
by either the City or Continental.

F. Assignment. This Agreement shall not be assignable by either party without the prior written consent
of the other party nor in contravention of any other provisions contained herein.

G. Benefits. This Agreement shall not be construed as creating any rights in any third party or any duty
to any third party.

H. Notice. Any notices, requests or demands to be given hereunder by either party to the other shall be
deemed to have been duly given if in writing and if affected by personal delivery to the office of the individual
designated below, or by certified mail, return receipt requested or via a recognized overnight national courier
such as Federal Express to the address set forth below:

Infrastructure Cost Share Agreement Page 2

CITY:
City of Glendale
Attention: City Manager
5850 West Glendale Avenue
Glendale, Arizona 85301

With copy to:

City of Glendale

Attention: City Attorney
5850 West Glendale Avenue
Glendale, Arizona 85301

CONTINENTAL:
Continental 562 Fund LLC
W134 N8675 Executive Parkway

Menomonee Falls, Wisconsin 53051

IL Article and Section Headings. The Article and Section headings contained herein are for
convenience and reference and are not intended to define or limit the scope of any provision of this contract.

J. Gender and Number. Words of any gender used in this Agreement shall be held and construed to
include any other gender, and words in the singular number shall be held to include the plural, unless the
context otherwise requires.

K. Misspelled Words: Misspelling of one or more words in this contract shall not void this contract.
Such misspelled words shall be read so as to have the meaning apparently intended by the parties.

L. Multiple Copies. This Agreement may be simultaneously executed in two counterparts, each of which
shall be an original and all of which shall be considered fully executed as of the date when all Parties have
executed an identical counterpart, notwithstanding that all signatures may not appear on the same counterpart.

M. Effective Date. The Effective Date of this Agreement shall be , 2023.
[Signatures on next page]

Infrastructure Cost Share Agreement Page 3

IN WITNESS HEREOF, the Parties have caused this Agreement to be duly executed as follows:

ATTEST:

Julie Bower, City Clerk (SEAL)

APPROVED AS TO FORM:

Michael Bailey, City Attorney

Infrastructure Cost Share Agreament

CITY OF GLENDALE, ARIZONA

an Arizona municipal corporation,

Kevin R. Phelps
City Manager

Page 4

CONTINENTAL 562 FUND LLC

BY: CONTINENTAL PROPERTIES COMPANY,
INC., ITS MANAGER

» fakfonQs
SW

Name: DANIEL MIN AMAN)

Title: PRESIOENT

State of Wistons 19 )
County of Whskterhon )

This instrument was acknowledged before me on this pf day of Ap» | 2023, by
DAME J. Minlavianl . In witness whereof I hereunto set my hand and official seal.

? “4%
gari ‘| Notary Public Gam L. MARKL
s s =

, hy en G
“MU ATE OF we =.
My commission expires: Ft 4202 |

Page 5

Infrastructure Cost Share Agreement

Exhibit A
Legal Description of Property

PARCEL 2, OF MINOR LAND DIVISION LOT SPLIT FOR MANGAT INVESTMENTS II, LLC,
ACCORDING TO THE PLAT OF RECORD IN THE OFFICE OF THE COUNTY RECORDER
OF MARICOPA COUNTY, ARIZONA, RECORDED IN BOOK 1628 OF MAPS, PAGE 48.

EXCEPTING THEREFROM THAT PORTION OF THE LAND DEDICATED AS PUBLIC RIGHT
OF WAY FOR ROADWAY PURPOSES TO THE CITY OF GLENDALE, DESCRIBED IN
WARRANTY DEED RECORDED APRIL 07, 2022 AS 2022-0310466 OF OFFICIAL RECORDS.

Infrastructure Cost Share Agreement Page 6

feted quowsesby aueys 3s0Q eunjonysesyui

SAV SIVONATS M

SAOBY 33S -SNMHOLVN

ed
BLYDLSAM LV SONIddS
AGINX N¥IORW ISO TNLd39NOO

poe

papantien
secre
ae

M0139 33S _ANMHOLVIN

ueLUMOg

pspng pur syusmaoidmy ueypayy
 qQIGX

Future Median and Landscape Opinion of Probable Cost

Project Name: Springs at Westgate
Bowman Consulting Project No. 050896-01-001
Date: April 14, 2022

SPRINGS AT WESTGATE (MEDIAN ONLY}

Paving Improvements Quantity Unit Unit Price Cost
Vertical Curb & Gutter, MAG 220-1, Type A 762|LF $20.30] $15,468.60
Sawcut 1183}LF $5.00] $5,915.00
[AC Removal 523|SY $45.00] $23,535.00
SUBTOTAL $44,918.60

Signing and Striping Improvements Quantity Unit Unit Price Cast
Striping LF $3.00; $0.00)
Signing 1JEA $1,000.00] $1,000.00
SUBTOTAL $1,200.00

Landscape Improvments Quantity Unit Unit Price Cost
Landscape {Lump Sum) IEA $8,950.00] $8,950.00
Irrigation (Lump Sum) 1|EA 3250] $3,250.00
SUBTOTAL $12,200.00

Traffic Quantity Unit Unit Price Cost
Traffic Control 1]EA $5,000.00] $5,000.00
SUBTOTAL $5,000.00
SUBTOTAL $63,318.60
10% CONTINGENCY $6,331.86
GRAND TOTAL $69,650.46

on
Bu35 |
| JOSEPH £, )
«CABLE SY
.. wey
Infrastructure Cost Share Agreement Page 8